Emergency Takeover. In the event that Contractor is in Material Breach of the standards of performance set forth in the Agreement which the LEMSA and the County Board of Supervisors determines represents an imminent threat to public health and safety, County shall have the right to declare a Cardinal Default of the Agreement as set forth below; provided, however, that the County Board of Supervisors determination is not required where the LEMSA reasonably believes that delaying Emergency Takeover to obtaining such a determination itself will present an imminent threat to public health and safety. In the event of a Cardinal ▇▇▇▇▇▇▇, LEMSA shall give Contractor written notice, return receipt requested, setting forth with reasonable specificity the nature of the Cardinal ▇▇▇▇▇▇▇. Contractor shall have the right to cure such Cardinal Default within seven (7) calendar days of receipt of such notice (“Cardinal Default Cure Period”), unless such Cardinal Default Cure Period presents an imminent threat to public health and safety. Within twenty-four (24) hours of receipt of such notice, Contractor shall deliver to LEMSA, in writing, a plan of action to cure such Cardinal Default within the Cardinal Default Cure Period. If Contractor fails to cure such Cardinal Default within the Cardinal Default Cure Period (with such failure to be determined in the sole and absolute discretion of LEMSA), or LEMSA in its sole and absolute discretion determines that the Cardinal Default Cure Period presents and imminent threat to the public’s health and safety, or Contractor fails to timely deliver the cure plan to the LEMSA/County’s satisfaction, LEMSA may take-over Contractor's operations (“Emergency Takeover”). Contractor shall cooperate completely and immediately with LEMSA to affect a prompt and orderly transfer of all responsibilities to LEMSA. Contractor shall not be prohibited from disputing any such finding of Cardinal Default through litigation, provided, however that such litigation shall not have the effect of delaying, in any way, the immediate Emergency Takeover of operations by the LEMSA. These provisions are specifically stipulated and agreed to by both parties as being reasonable and necessary for the protection of public health and safety, and any legal dispute concerning the finding that a Cardinal Default has occurred shall be initiated and shall take place only after the Emergency Takeover has been completed. Contractor's cooperation with and full support of such Emergency Takeover shall not be construed as acceptance by Contractor of the findings and Cardinal Default and shall not in any way jeopardize Contractor's right of recovery should a court later find that the declaration of Cardinal ▇▇▇▇▇▇▇ was made in error. However, failure on the part of Contractor to cooperate fully with the LEMSA to affect a smooth and safe Emergency Takeover, shall itself constitute a Material Breach of the Agreement. In the event LEMSA determines that a Material Breach, actual or threatened, has or will occur, or that a labor dispute has prevented performance, and if the nature of the Material Breach is, in the opinion of the County Health Director, such that public health and safety are endangered, the matter shall be presented to the County Board of Supervisors. If the County Board of Supervisors concurs that a Material Breach has occurred and that health and safety would be endangered by allowing Contractor to continue its operations, Contractor shall cooperate fully with LEMSA to affect an immediate Emergency Takeover by LEMSA of Contractor's ambulances and crew stations. Such takeover shall be affected within not more than 72 hours after the County Board of Supervisors’ action. In the event of an Emergency Takeover, Contractor shall deliver to LEMSA ambulances and associated equipment used in performance of this Agreement, including supervisors' vehicles. Each ambulance shall be equipped, at a minimum, with the equipment and supplies necessary for the operation of an ALS ambulance in accordance with LEMSA Policies and Procedures. During ▇▇▇▇▇’s Emergency Takeover of the ambulances and equipment, County and Contractor shall be considered Lessee and Lessor, respectively. Monthly rent payable to Contractor shall be equal to fair market rental value. The County Auditor-Controller shall disburse these payments directly to Contractor or Contractor's obligee, if any. Nothing herein shall preclude LEMSA from seeking to recover from Contractor such rental and debt service payments as elements of damage from a Material Breach. Contractor shall not be precluded from disputing the findings or the nature and amount of LEMSA’s damages, if any, through litigation. However, failure on the part of Contractor to cooperate fully with LEMSA to affect a safe/smooth Emergency Takeover of operations shall itself constitute a Material Breach of this Agreement, even if it is later determined that the original declaration of Material Breach was made in error. LEMSA agrees to return Contractor's vehicles and equipment to Contractor in good working order, normal wear and tear excepted, at the end of the Emergency Takeover period. For any of Contractor's equipment not so returned because of destruction or loss, LEMSA shall pay Contractor fair market rental value of vehicle and equipment at time of the Emergency Takeover, less normal wear and tear, or shall pay Contractor reasonable costs of repair, or shall repair and return vehicles and equipment. LEMSA may unilaterally terminate the Emergency Takeover period at any time and return facilities and equipment to Contractor. The Emergency Takeover period shall last, in LEMSA's judgment, no longer than is necessary to stabilize the EMS System and to protect the public health and safety by whatever means LEMSA chooses. All of Contractor's vehicles and related equipment necessary for provision of services pursuant to this Agreement are hereby leased to LEMSA/County during an Emergency Takeover period. Contractor shall maintain and provide to LEMSA/County a listing of all vehicles used in the performance of this Agreement, including reserve vehicles, their license numbers, and name and address of lien holder, if any. Changes in lien holder, as well as the transfer, sale, or purchase of vehicles used to provide services hereunder shall be reported to LEMSA within 30 days of said change, sale, transfer, or purchase. Contractor shall inform and provide a copy of Emergency Takeover provisions contained herein to lien holder(s) within 5 days of an Emergency Takeover.
Appears in 1 contract
Sources: Non Exclusive Provider Agreement
Emergency Takeover. In the event that Contractor is in Material Breach of the standards of performance set forth in If EM has terminated the Agreement which for an Emergency Breach, MHSNB shall cooperate fully and immediately with EM to effect the LEMSA and the County Board takeover of Supervisors determines represents an imminent threat to public health and safety, County shall have the right to declare a Cardinal Default of the Agreement as set forth below; provided, however, that the County Board of Supervisors determination is not required where the LEMSA reasonably believes that delaying Emergency Takeover to obtaining such a determination itself will present an imminent threat to public health and safety. In the event of a Cardinal ▇▇▇▇▇▇▇, LEMSA shall give Contractor written notice, return receipt requested, setting forth with reasonable specificity the nature of the Cardinal ▇▇▇▇▇▇▇. Contractor shall have the right to cure such Cardinal Default within seven (7) calendar days of receipt of such notice (“Cardinal Default Cure Period”), unless such Cardinal Default Cure Period presents an imminent threat to public health and safety. Within twenty-four (24) hours of receipt of such notice, Contractor shall deliver to LEMSA, in writing, a plan of action to cure such Cardinal Default within the Cardinal Default Cure Period. If Contractor fails to cure such Cardinal Default within the Cardinal Default Cure Period (with such failure to be determined in the sole and absolute discretion of LEMSA), or LEMSA in its sole and absolute discretion determines that the Cardinal Default Cure Period presents and imminent threat to the publicMHSNB’s health and safety, or Contractor fails to timely deliver the cure plan to the LEMSA/County’s satisfaction, LEMSA may take-over Contractor's operations (an “Emergency Takeover”)) in accordance with this Agreement. Contractor MHSNB shall cooperate completely be deemed to have cooperated fully with the Emergency Takeover if the chief executive officer of MHSNB resigns and immediately a chief executive officer selected by EM is appointed with LEMSA full authority to affect a prompt operate MHSNB’s operations and orderly transfer of all with responsibilities to LEMSAreport to EM and MHSNB but to take direction with respect to the operation of the Extra-Mural Program Services only from EM. Contractor shall not be prohibited from disputing any such finding of Cardinal Default through litigation, provided, however that such litigation shall not have the effect of delaying, in any way, the immediate An Emergency Takeover of operations by shall be effected within seventy-two (72) hours after the LEMSAdetermination that an Emergency Breach has occurred. These provisions are specifically stipulated and agreed to by both parties as being reasonable and necessary for to protect the protection of public health and safetysafety of residents and visitors of the Province of New Brunswick, and that any legal dispute concerning the finding that a Cardinal Default an Emergency Breach has occurred shall be initiated and shall take place only after the Emergency Takeover has been completed. Contractor's MHSNB shall not be prohibited from disputing any finding of Major Breach through litigation, provided, however, that such litigation shall not have the effect of delaying any Emergency Takeover. Neither shall such dispute by MHSNB delay EM’s access to the Set- off as defined in Section 6 herein. Neither MHSNB’s cooperation with and full support of such Emergency Takeover nor MHSNB’s acquiescence to the Set-off shall not be construed as acceptance by Contractor MHSNB of the findings and Cardinal Default and a finding of Major Breach, nor shall not in any way either jeopardize Contractor's MHSNB’s right of to recovery should a court later find that the declaration of Cardinal ▇▇▇▇▇▇▇ was made in error. However, failure on the part of Contractor to cooperate fully with the LEMSA to affect a smooth and safe Emergency Takeover, shall itself constitute a Material Breach of the Agreement. In the event LEMSA determines that a Material Breach, actual or threatened, has or will occur, or that a labor dispute has prevented performance, and if the nature of the Material Breach is, in the opinion of the County Health Director, such that public health and safety are endangered, the matter shall be presented to the County Board of Supervisors. If the County Board of Supervisors concurs that a Material Breach has occurred and that health and safety would be endangered by allowing Contractor to continue its operations, Contractor shall cooperate fully with LEMSA to affect an immediate Emergency Takeover by LEMSA of Contractor's ambulances and crew stations. Such takeover shall be affected within not more than 72 hours after the County Board of Supervisors’ action. In the event of an Emergency Takeover, Contractor shall deliver to LEMSA ambulances and associated equipment used in performance of this Agreement, including supervisors' vehicles. Each ambulance shall be equipped, at a minimum, with the equipment and supplies necessary for the operation of an ALS ambulance in accordance with LEMSA Policies and Procedures. During ▇▇▇▇▇’s Emergency Takeover of the ambulances and equipment, County and Contractor shall be considered Lessee and Lessor, respectively. Monthly rent payable to Contractor shall be equal to fair market rental value. The County Auditor-Controller shall disburse these payments directly to Contractor or Contractor's obligee, if any. Nothing herein shall preclude LEMSA from seeking to recover from Contractor such rental and debt service payments as elements of damage from a Material Breach. Contractor shall not be precluded from disputing the findings or the nature and amount of LEMSA’s damages, if any, through litigation. However, failure on the part of Contractor to cooperate fully with LEMSA to affect a safe/smooth Emergency Takeover of operations shall itself constitute a Material Breach of this Agreement, even if it is later determined that the original declaration of Material Major Breach was made in error. LEMSA agrees to return Contractor's vehicles and equipment to Contractor in good working order, normal wear and tear excepted, at the end of the Emergency Takeover period. For any of Contractor's equipment not so returned because of destruction or loss, LEMSA shall pay Contractor fair market rental value of vehicle and equipment at time of the Emergency Takeover, less normal wear and tear, or shall pay Contractor reasonable costs of repair, or shall repair and return vehicles and equipment. LEMSA may unilaterally terminate the Emergency Takeover period at any time and return facilities and equipment to Contractor. The Emergency Takeover period shall last, in LEMSA's judgment, no longer than is necessary to stabilize the EMS System and to protect the public health and safety by whatever means LEMSA chooses. All of Contractor's vehicles and related equipment necessary for provision of services pursuant to this Agreement are hereby leased to LEMSA/County during an Emergency Takeover period. Contractor shall maintain and provide to LEMSA/County a listing of all vehicles used in the performance of this Agreement, including reserve vehicles, their license numbers, and name and address of lien holder, if any. Changes in lien holder, as well as the transfer, sale, or purchase of vehicles used to provide services hereunder shall be reported to LEMSA within 30 days of said change, sale, transfer, or purchase. Contractor shall inform and provide a copy of Emergency Takeover provisions contained herein to lien holder(s) within 5 days of an Emergency Takeover.
Appears in 1 contract
Sources: Service Agreement